I Won't Always be There to Catch You
by KaseyBeth
Summary: Peter had destroyed his face, even if it was just temporary. He had destroyed something beautiful… something innocent. He wasn't a hero. He wasn't even Spider-Man. Because Spider-Man would never do this… (Technically Endgame spoilers so read note at beginning)


Hey guys,

Quick note: (SPOILERS)- I was supposed to have this finished before _Endgame_ came out but I was extremely lazy.

1, I still haven't seen _Endgame,_ so this fic is a mix of what I had planned on posting before the movie came out (theories) and what actually happened.

2, I thought _Far from Home_ was supposed to happen between _Infinity_ and _Endgame,_ so I reference it (sorry).

And 3, instead of the 5-year gap between _Infinity_ and _Endgame_, only a few months gap happened in this fic, so Tony never got to raise his daughter.

-KB

….

It hurt. Everything. Thinking, breathing, feeling, standing- hurt. Peter pressed his head harder against the cold, harsh wood, closing his eyes, listening to the rest of his apartment complex carry on with their lives while his was slowly closing in on him. His legs shook violently masking the trembling in his hands as he tried finding the house key. His whole body felt numb- he felt numb, and yet, the pain was eating him alive. _This couldn't be real. This wasn't real… Trust me, kid._

There was no Spider-Man, no Iron-Man, no Avengers, no heroes. There was nothing. Nothing left… only a boy. A scared little boy who masqueraded in cheap spandex. A boy who couldn't save anyone… who couldn't even save himself. A boy left alone in hopeful mistakes and bitter temperament, left because he wasn't good enough. He couldn't save him… and now, now he was alone. With his mistakes. And his regret.

Mr. Stark had said it'd be okay; that everything, in the end, would be fine. But he lied. He lied… and Peter had believed it. That was his mistake… that was his punishment. And this? Now? This was just some cruel fucked-up joke, something leftover, reminding him with every stupid breath he forced down lungs that refused to work properly and a heart that barely beat, that he was still alive. That he had made it. Because he was the same stupid boy who believed he was still a superhero.

But he wasn't. He'd never been. And he would never be.

Peter let out a shaky breath as his fingers clasped the tiny gold key between them. Tears sprang to his eyes and he pressed his head harder against the wood, hearing a soft crack as it started splintering. He'd let him down. The one thing he was supposed to do, the one job he had… and he had fucked it up; he had failed. And this was something he couldn't take back… it was something he couldn't fix.

The 17-year-old's knees buckled, and he slammed against the door, pressing his bruised face harder against the wood as he bit his bottom lip. The key fell from his hand, and the teenager clenched his fists, letting his fingernails dig into the already raw flesh, blood seeping past the cracks between his knuckles. If he could find the strength, he'd stand, knock, yell, scream; if he could find the strength, he'd do something, anything… but there was nothing left. He had nothing left. _Trust me, kid. It's going to be alright… everything will be alright. _

But nothing was. A lie perched on trusted lips, believed by stupid ignorance and childish actions. How stupid he was… how fucking stupid he'd been to believe that everything, somehow, in some way, would be alright. That anything would be. And yet, he was left here. Left to somehow pick up broken pieces, to fix a shattered thing… to live with the damage.

Blood fell from his temple, dripping on the grey hoodie hanging loosely from his frame, most of it tainted in dark red. Peter closed his eyes, listening to the television across the hall, the news blaring at an ear-piercing frequency followed by a soft, "No."

_"Among the wreckage, so far only one body was uncovered. The body of playboy billionaire, Tony Stark, formerly known as Iron-Man…" _

The teenager curled in on himself, pressing his head against the floor and the bottom of the door as he bit back the sob rising in his throat. His fingernails digging into the dirty flesh on his elbows, scraping the fresh scabs from his arms as he tried to keep himself together. As he tried to keep himself from breaking. From crumbling, from destroying himself by the numb pain eating away at the lonely boy in his heart.

Everything hurt. The broken ribs, the black eye, the puncture marks on his thigh from where metal sliced through flesh, the scrapes on his elbows, forearms, and hands from rubble meeting body. His head. His legs that refused to move, bleeding from the tiny pieces of metal embedded under dirty flesh. His chest. His heart. Everything. And yet, nothing… nothing compared to the mindless guilt of stupidity, immaturity, and blind faith that clouded his tired mind. Nothing compared to Mr. Stark's voice echoing around the teenager, that stupid arrogant smile… that "Trust me, kid." Because nothing was alright.

The 17-year-old swallowed hard, his stomach threatening to rebel as memories hit him, washing over him in tormented waves of regret. And Peter felt sick. The tears sitting in his eyes, fell lazily, washing in clear trails as dirt and blood followed, mixing in a dirty pink puddle on his chin before falling in weak abandonment to his knees.

The teenager pressed harder against the tiled floor, wishing his body would self-destruct, wishing he could melt into the ugly checkered ground. Wishing he could melt away from this, from all of this… because he had nothing left. His heart, barely beating and yet, pounding, aching, falling quickly as it broke, piece-by-piece, to the floor; and any hope Peter had had disappeared, crushed and destroyed in one second by one action. The remains left in a crumpled phrase that would haunt him. That would kill him. _Trust me, kid… we're going to get through this. Everything will be alright, I promise. _

_I promise._ Another lie an adult used to reassure a scared child. A beautiful word masquerading a hidden message, a fake outcome… a fucked-up notion. Blood filled the 17-year-old's mouth and he swallowed, pressing his fingers harder against his arms until he felt the small bones in his hands beginning to ache from pressure. The pain felt good. His only outlet from bad memories…

He should have stayed home. He should have listened to Mr. Stark when he told him to go back to the bus… to stay on Earth. But he wanted to impress. He wanted to help, to earn his mentors respect. But that had been his downfall. He had been Tony Stark's downfall… because he believed he was an Avenger. He believed he was a hero. But that had been his mistake.

Peter swallowed again, letting out a shaky breath. He wished he'd done things differently. Wished it had been him, that it should have been him. Because his death would have meant nothing. He was insignificant; a speck on a vast timeline… and he had lost everything. He had lost everyone. And he wasn't ready to live without Mr. Stark. He wasn't ready… because he wasn't a hero. He was just a kid who got in the way. A kid who fucked things up. A stupid kid from Queens. So, his death would have been a small flicker, a dull buzz on a bigger picture.

_Do you trust me, Peter?_

The answer made him nauseous. A punctuating ending that happened involuntarily fast covering that stupid moment when his life changed from fast to slow. And yet it had encased him; the answer engulfing his blind faith and cocooning him in that stupid shred of tranquility and last piece of innocence that still existed in his heart. His answer had crushed that. Had left him a little boy. Playing make pretend. Alone.

He wasn't Spider-Man. He couldn't be. Because how could there be a Spider-Man without Mr. Stark… without an Iron-Man. And how could there be a Peter Parker without Tony Stark. Without his mentor. His teacher. His friend. The man who'd helped him in more ways than one, who made him the hero he was supposed to be… a man who he respected, and over the years, thought of as a father-figure. The one man who had made Ben Parker not being in Peter's life seem okay. And now…

The world around him seemed slow, forgotten and old. The sweat covering his body from exhaustion, the blood that oozed from unhealed wounds, and the tears falling freely in pink trails from his eyes, ignored and useless. It didn't matter. Life in his apartment complex moved on because it didn't matter… and that wasn't okay. How could that be okay? How could any of this be okay?

"Peter?"

The 17-year-old didn't bother looking up. He couldn't. There wasn't anything left of him to pry his head from the floor, from faking a smile and pretending that he was fine. He had nothing. Mr. Stark had taken everything with him when he died. He had taken a piece of Peter's heart… taken his drive, his determination, his soul… and the teenager couldn't live without that. Without him. He couldn't be Spider-Man without him. He couldn't even be Peter Parker. He'd lost too many people.

"Honey?"

Soft fingers on his back, running through his hair, and Peter closed his eyes. Comfort, caring, forgiveness… no, there was no forgiveness. There was no comfort in the hand pressed against his back. Just a reminder that he had made it. He had made it so Tony Stark could die. There could be no comfort in that, no forgiveness… no understanding.

"Peter?"

The 17-year-old could feel May's long hair brush the back of his neck, and he knew she was trying to get a better look, kneeling next to her nephew. Next to a huddled form of a broken boy… blood lining the crevices and cracks in the tile in perfect bitter delusion. That's all this was, everything… a perfect delusion ridding on the formality of trust.

Cold fingers cupped his cheeks, pulling his face upward and for a few moments, there was nothing left but the bright light hanging above him. Hanging from the flickering hallway light above them. The teenager's eyes met his Aunt's; dull, lifeless eyes met worried concern hidden behind big chunky glasses. And Peter let out a shaky breath.

This isn't what he wanted. None of it. He didn't want the worry and concern etched on his Aunt's face in deep emotional lines. Or the fingers sliding over the tears falling from his eyes gently. The soft inhale from May as she swallowed against tears threatening to spill down her face as she continued to stare. The sharp inhale from dusty lungs and a damaged mind as life continued to beat through him. He didn't want the ache. The pain. The blood staining his civilian clothes, or the dirt caked under his nails… He didn't want Spider-Man. Because he wasn't Spider-Man. And he didn't deserve to be.

"M-May?" His Aunt's name barely pushing past his lips as the 17-year-old choked, swallowing against the lump in his throat. He couldn't do this. Nothing seemed real. Nothing could be. _I have a plan… _

Warm arms. Alive, strong and soft pulling him close as his head fell against a familiar shoulder with an undying force. Tears fell from his eyes as he cried loudly, pulling his fingers from his arms as he gripped his Aunt's shoulders, and his body fell forward. Tired, bloodied, done… alive. He struggled to breathe against the pain eating away at his body, the hurt masking his heart, and the guilt flowing down his face as he let out a choked sob.

Arms tightened around his back, pulling him close as soft words, whispers, things that leaked from his Aunt's lips in packaged repetition hit his ears, reminding him that he was alive. That he was alone. Fingers brushing through his dirty hair, pulling rubble briefly from patches of dried blood and dark memories. Pulling away whatever Peter had left of Tony, pulling away the plan, the trust… the Endgame.

The teenager struggled to keep his body from shaking, to keep from completely breaking as tears rained down his dirty face, as his fingers gripped harder at his Aunt's shoulders… hoping she had enough strength to hold the both of them up. Hoping she could hold him up. Hoping she could keep him from drowning. From falling. From dying.

Arms pulling him up on feet that refused to stand; on legs that refused to move. And the 17-year-old crumpled, grasping onto anything he could to keep himself from falling against his Aunt. To keep himself grounded. _Remember I'm the adult here, kid… _

The world around him shifted, a door was closed, and suddenly the life outside his apartment was hidden from him, closed off in a quiet loneliness. His feet moved, and he winced as a hand pressed sharply against his side. Blood dripping from his lip as the cut that tore through the bottom half of his chin, reopened. And the apartment morphed, contorting into smoke and dust, pain. Pain mixing with sickness as he fell to his knees and Mr. Stark appeared in front of him, reaching for him as Peter struggled to hold himself together. _Mr. Stark, I don't feel well… _

Light filled his vision, tears sitting in his eyes again as the memory left him, and the white bathroom greeted him. The innocent tile screaming to him in a heartening clarity as his Aunt pulled him forward, and warm fingers reached for his grey hoodie. Gentle hands pulling the material from his body as he took a slow breath, trying to remember how to breathe, trying to remember how to live properly.

Cold air pricked his skin, and the 17-year-old caught a glimpse of his reflection in the mirror as his Aunt struggled to keep him upright and turn the bath faucet on. Peter gagged. Black bruises painting dirty flesh across his chest, covered in blood as swollen, hot skin warped up his side. Dead, emotionless eyes filled with tears that refused to leave, a black bruise covering his left eye, a cut on his left cheekbone meeting across the bridge of his nose and dried blood caked around a nasty tear through his lip. Metal sliced through his arm, leaving the worn jagged scabs of unhealed skin and old scars.

Nausea sat heavily in his stomach as the teenager struggled to breath. His reflection was making him sick. He wasn't Spider-Man. He wasn't even Peter Parker. The person staring back at him was a boy. Barely alive, beaten and gone… the person staring back at him wasn't a hero.

Strong hands pushed him down gently, and warm water met his aching body as he was forced to sit. He glanced down at the water surrounding him; blood and dirt falling from his body as he brought his hands through the water slowly, staring at the tiny cuts littering them. The puncture marks from metal pried open on a broken suit… holding a death that should have been his.

Tears swelled in his eyes again as water washed over him carefully, and the smell of strawberries filled his nostrils. Tony should have let him do it. He should have let Peter follow through… he shouldn't have saved him. Because it should have been him.

Fingers brushed past his hair, pulling more dirt from his hair as the 17-year-old brought his knees to his chest slowly. _Peter! I said, get back… Everything's going to be okay, kid. _

Something brushed over his shoulders, and the teenager choked, pulling his arms around his knees as he glanced at the water. The clear liquid forced red as blood stained the white porcelain around him, and his fingernails punctured the flesh on his thighs. He choked again, the air around him heavy and hard to breathe as soft fingers pulled him forward. His head pulled against May's heartbeat, wet fingers cupping his cheek, running over his back gently. _It's okay…_

No. No, it really wasn't. The heart beating against his ear matching the stilled one clutched in his hands, weighing against his fingers in a painful reminder that nothing was okay. Peter dug harder into the warm flesh on his thighs, clenching his eyes shut as he cried loudly. Oxygen unable to scrape down his throat as sobs left bleeding lips. His Aunt's comforting shushing barely reaching his ears, and the soft fingers running over his damp back barely masking the pain eating away at his heart.

….

_…Dust had covered his mouth, mixing with the dried blood covering his lips and making the atmosphere unbreathable, hot and heavy. The ground shook beneath him, matching the pounding in his heart and the teenager winced loudly as he forced his eyes open to smoke and blood. Lots and lots of blood surrounding him, welling in a crimson puddle of sticky dread. _

_ Pain scaled his arm as he drug his hand across the rough surface, forcing his body to move against the rubble. He pushed himself up weakly, pulling an aching body up on a piece of metal before stumbling and smacking against the unforgiving ground, face first. Tears sprang to his eyes as he turned, meeting the dirty sky above him, pain radiating off his thigh and the 17-year-old peered down before letting out a small cry. _

_ Metal pierced through flesh, cutting muscle, pulling the skin back slightly, and Peter gripped it, counting to three before yanking it from his thigh, and he screamed loudly. Something moved above him, and he threw the shard to the left, twisting around as he forced himself to his knees, hoping that he had enough strength to fight… he had to have enough… it had to be enough. _

_ "Kid?" _

_ A voice- his voice cutting through the cloud of smoke and ash, laying heavily around him like a warm comfort, and the teenager let out a quiet sigh, "Mr-Mr. Stark?"_

_ Light fell on him, and Peter pulled himself up, leaning against the half-standing slab of metal next to him as he waited for the air to clear… _

There was nothing left of the wreck. The metal destruction had been cleared from the streets in as little as five days, and suddenly, as if by some fucked-up cosmical joke, life continued.

Some of New York had vanished, clouded by insincere mourning, asking the wrong questions as the wreckage was hidden behind big tarps and fenced gates. Several days had passed, many had forgotten that their world was saved by a good man, an honest man. Instead, Tony Stark was painted as a masochist, concerned with the sobriety of public appearances and accused for the destruction of the Avengers and New York City. A villain in an already tragic loss, in an already tragic story.

The tabloids were horrendous. The magazines and news reports crammed with false accusations and disconcerting questions centered around the wrong thing. No one wanted to know what happened, how it happened, or who was responsible. And who to blame. They only cared about the fortune left behind, the business in shambles, and the gossip filtering the subway system.

_ "…With the philanthropist billionaire gone, who will claim his fortune and take over Stark Industries…"_

_ "…Will the Avengers continue, or will Dr. Stephen Strange bring them down…"_

_ "…Pepper Potts left widowed, pregnant and without answers…"_

_ "…Who will be the next Iron-Man? And is this the end of superheroes?" _

The false accusations spread like a disease, plagued by a social media virus written in dramatic forms used to sell a lie. Painted on every street corner, lamp post, television set and whispered between individuals as they passed each other on the underground. All of them standing out as the same question rained through the news, tabloids, media casts, conversational bystanders and gossip-deprived adolescents. The same question, asked by millions of people, all harboring the same conclusion as they tried to piece together the disbandment of the Avengers… _Where was Spider-Man? _

A message. An accusation. And a question. All without an answer.

Spider-Man was dead. He was killed with Thanos. Abandoned in space. Left in Wakanda. He never came back. He died in the wreckage. Or at least he should have. Because life then would have been simpler, easier… and it wouldn't have hurt so much. _I have a plan… follow my lead. _

The friendly neighborhood superhero had died, mourned by an embarrassing amount of people while others swore they saw him in Brooklyn. False hope in an even darker world as the questions that should have been asked, should have been answered were drowned by bitter resentment and foolish misguidance. No one had seen the rest of the Avengers either. No one had seen the Guardians, the X-Men, or Deadpool. But, no one had bothered looking because not a lot of people cared.

Some people had tracked down the base, raiding it of any type of black-market items they could find… but other than a few leftover journals and a micro Ant-Man suit, it was abandoned. Cleaned out by either the Avengers or ransacked by psycho-fanatics. Either way, the message was clear, the Avengers were gone. New York was on its own. And maybe that was for the best. Maybe that's the way it should have been… because then, just maybe, Tony Stark would have lived. Maybe he could have been saved… But that's not how the world worked. That's not how life worked. It was more fucked-up than that…

A phone buzzed on the table, and the 17-year-old directed his eyes toward it, hitting end as Scott Lang's name flashed across the screen. Peter sucked in a slow breath, putting his chin on the cafeteria table, turning his head slightly to watch the rain fall against the giant windows, washing away the remaining dust, glass shards and scrap metal lining the streets. Washing away the last remains of the Avengers.

Scott Lang had tried calling him several times. So had the others; Dr. Strange, Barton, Dr. Banner, hell even Wade Wilson. But truth was, Peter didn't want to talk- he couldn't. And he couldn't face them. He couldn't look them in the eye knowing that he could have done more; knowing that he had messed up the plan; knowing that he had been a liability. He had been Tony Stark's downfall. _Underoos… you alright?_

No, he wasn't alright. In fact, he was so far from alright. He was having a hard time. Suffocating on bad memories, sleepless guilt, and the false idealization that he wasn't who he thought. He wasn't Spider-Man. He wasn't a hero. Instead, he was alone, alienated, a small boy clinging to the notion that he was something great… that he had been something great because Mr. Stark had picked him. But that had been a delusion.

He wasn't great. He wasn't the friendly neighborhood Spider-Man. He wasn't part of the Avengers. And he wasn't the person Tony Stark should have taken under his wing. Those, too, were other delusions, other lies he told himself because he held on too tightly to the childish bedtime stories Uncle Ben used to read to him. He had believed that he was destined for something greater… that he was destined for a great story. How stupid could he have been.

"Peter? You gunna eat your fries?"

The 17-year-old shook his head, pushing the full plate towards Ned. The thought of food made him sick… and besides, anything he did eventually manage to choke down, would only reappear several minutes later. So, there wasn't point… and yet, he'd gotten food so MJ would stop asking him questions, and Ned would stop giving him looks.

He couldn't eat. He couldn't sleep, and the few hours he'd managed in the past five days felt like minutes stretched between years. A lifetime of guilt compressed between two minutes, a stupid action, and… _I promise. _

Ned had tried to help. He had tried to fix it. But there was no fixing what he'd done. There was no reverse, no off-switch, nothing. But despite everything, Ned had tried to pick up the pieces, and May had tried to mend a shattered mess, an unfixable event, a broken teenager… a stupid kid. _Please come back, Mr. Stark! Please… I still need you… Ben… _

Peter had lost everyone. His parents. Uncle Ben. Tony Stark… death was following him, creeping through a window he had left open years ago, feeding on the relationships he had made, people he had trusted, and friends he had loved. One-by-one, stripping any innocence from his soul until it was bare and broken, sitting against a heart that refused to beat a little more each time. And now… now, he didn't have very many people left. So, when was it their turn? When was it his?

Something slammed against the table next to him, and the 17-year-old peered to his left to find Flash bending next to him, a smirk plastered against his face as he shoved Peter's bag from the table. The teenager pulled his chin from the table slowly, wincing quietly as the cut still outlining the bottom of his mouth broke slightly. Blood set against his bottom lip, leaving the faint taste of copper on his tongue, and Peter wiped at it with the back of his hand.

He wasn't healing properly. Which meant that most of his wounds were still there, hidden beneath a green shirt and blue jeans; etched on his face like a hellish reminder that he couldn't forget, that he couldn't hide from the world, from himself. His body was a catalyst painted in bad actions and broken promises, held together by the regret of blind faith rotting his insides like a cancer.

"So, I guess with Stark gone, your whole 'internship' thing fell through, huh?"

A question posed on an accusation. An accusation held together by an insult. And an insult hidden by a brag. Ever since Italy, Flash had stepped up his game. He'd become harder to shake off, difficult to ignore… and more of a dick. Maybe it had something to do with Spider-Man waking him up in the middle of the night, Peter's awkward run-in where Flash almost found out about him. Or, maybe it had something to do with MJ.

Since Italy, Michelle had started hanging around Peter and Ned more. Ned suspected she knew who Peter was; that she figured it out from the kiss. But that wasn't it. That wasn't the only reason. Because something had happened between her and Peter in Venice. Something had blossomed. And despite Ned being his best friend, Peter hadn't told him about what happened between them. He hadn't told Ned about the other kiss… the one in the elevator, the one in her room. And he hadn't told Ned about that night. He wasn't scared… he just wanted to hang onto the secret a little bit longer, to be normal.

The 17-year-old swallowed, pushing himself away from the table gently as he reached down, grabbing his bag from the floor before turning towards the door. Flash moved in front of him, standing a few inches over him, one hand wrapped around his backpack, the other shoved in his pocket. An innocent gesture. A hidden meaning. A quick threat ramping up to two possible outcomes. _You have to trust me, Peter… _

Ned made a move to stand, pushing himself from the table a few feet behind Peter as the teenager glanced up at Flash. He wasn't in the mood. He had nothing holding him back. Nothing to lose because he had already lost it all. And there was nothing left for him to give… because it was pointless, useless, pathetic… and his fault.

"Flash," Ned cleared his throat, grabbing Peter's arm gently, pulling him back slightly, "Peter isn't feeling very well. Could you maybe leave him alone?"

Quiet. An eerie silence passed between mindless chatter, wandering eyes, and blank voids of emotion. And Peter swallowed the ice sitting in his stomach as his eyes wandered to the TV in the corner ceiling of the cafeteria, to the image he'd been avoiding… to the truth eating him alive. Tony Stark's name flashed across the screen, his picture in the corner as live coverage captured a press conference held by Pepper. _We do this, and we'll both be home by tonight… Pepper's probably freaking out… We're thinking about having kids, how crazy is that? I guess you grew on me, Underoos… _

She was pregnant. He hadn't known. Mr. Stark hadn't known. Maybe if he had, then he would have let Peter be the one to follow through, would have let Peter answer to his own mistake. Maybe if he'd known, then his son or daughter wouldn't have to live without a father, without a great man… Tears threatened to swell in the teenager's eyes, and he glanced away; shaking Ned from his arm as he pushed past him.

He couldn't do this. He couldn't live with this. Another death hanging over him, intertwining with the others, with the people he'd let down his whole life, until it haloed on his head comfortably. This was too much. He'd been able to pull himself back from the others. To convince himself that he, by some twist of fate, had been in the wrong place at the wrong time with the wrong people. But that had been a lie he told himself at night. Cocooning the truth from him the way a parent shields a child from monsters. Except this time, the monster was the child. The monster was him.

"Where you going, penis Parker? Back to your Aunt?"

The 17-year-old paused. His eyes drifted to the table next to him as a group of girls snickered and the commotion plaguing the tiny lunchroom started to die down. Flash's words were bitter and harsh, hurting Peter's ears as they flew through the cafeteria in a hushed sea parting by curious looks.

Flash wanted to hurt him. He wanted to break him. Publicly. But Peter was already broken. He was already hurt. Humiliation wasn't going to affect him… it was nothing, nothing compared to the last few days. To that day. To Tony's stupid arrogant smile, asinine joke, and… _Trust me…_

The teenager let out a slow breath, biting down on the inside of his cheek, hard. Blood washed over his tongue, drowning out the bitter taste of self-hatred, and Peter swallowed thickly. He felt like crying, screaming, sinking into himself until there was nothing left but the innocence he used to have, until there was nothing left but the tormented pile of dead flesh and bones that he should have been. He wanted to run away, to leave, to travel back to that small boy, innocent and sweet, so full of life, sitting on his bed, listening to better times. But the quantum leap device had been destroyed… and besides, that wouldn't bring him back. That's not how it worked…

_…Pain was the only thing he registered. The sick feeling washing over him as his body felt like it was tearing itself apart, bit-by-bit. He fell to his knees, tears forming in his eyes as the smoke cleared around him, and he gagged slightly, his body shaking. _

_ Dust filled his lungs, and Peter coughed loudly. His vision failing him momentarily as he glanced through the ash; as he glanced towards the place the Guardians had been just minutes ago. The place where nothing stood except footprints… belonging to people that no longer existed, no longer mattered. _

_ "M-Mr. Stark? I don't feel well," Peter whimpered. His arms seizing as gravity threatened to pull him down…_

"You know, we've all been talking, and some us are wondering how you'll be able to afford this school now that Stark's dead…"

Peter gripped his backpack strap slung over his shoulder. The scabs on his knuckles hurting slightly as the force threatened to tear them open, and the 17-year-old turned around slowly. _I wanted you to be better… But I wanted to be like you… _

The problem with death was that you couldn't take back what was said. You couldn't say everything you wanted to, and you couldn't fix something you should have fixed a long time ago. You were left with past regrets, unanswered questions, and possible 'what ifs' never lived.

Tony had been there for Peter. He'd done so much more than he knew. He'd picked the teenager up when he was down, kept him in check, inspired hope, and made the last few years of his awkward adolescence okay. He had made being Spider-Man okay… made him more than the gym clothes he was wearing when Mr. Stark had found him, made him into the hero New York knew. But that was gone. And Peter had never told his mentor how much he meant to him… he'd never told him thank you. He'd never apologized.

"See, we're all wondering how much Stark had invested in you, because I got to tell you, Parker. I'm not really seeing much to mentor…"

The 17-year-old clenched his jaw, his fingernails digging into the base of his palm as he crushed the flimsy strap. MJ rose from a few tables over, tucking a strand of hair behind her ear, and Peter swallowed. He should walk away. There wasn't anything left in him to fight back, but his feet felt glued to tiled ceramic… refusing to move… _Peter! I said, get back! You could have gotten yourself killed… I just wanted to help… _

Maybe he deserved this. Maybe Flash was just saying what the teenager was thinking; what they were all thinking. No one knew he was Spider-Man. No one knew his identity. But everyone had comments… everyone had jokes. _How will you get into college now, Parker? Parker's internship crash landed and died just like his way with girls. Hey, Parker, how's it feel to know that you'll never meet Tony Stark now? _

"Or was all that Tony Stark internship bullshit? All fabricated by some pathetic ass-wipe who refused to face reality. Who refused to believe that he wasn't just some nerd who would never amount to anything great because he came from the wrong family..."

The 17-year-old stepped forward slightly, his grip loosening on his backpack as it slowly slid from his shoulder. Ned pressed a hand against Peter's chest gently, pressing him back, trying to walk him away from the situation, "Peter… he isn't worth it."

Ned was right. Flash really wasn't worth it… but then again, neither was Peter. That was the problem. Flash was all bark and no bite. He'd never deliberately started a fight with him… so why was he trying so damn hard to provoke him now? Was this some fucked-up new game he was trying to start? Some new type of relationship in the last year of high school? Did he know Peter used to be Spider-Man? Had he seen last year in Italy? Had he seen Peter sneak through his hotel room window and rip his mask off because the teenager had stupidly climbed into the wrong room? Did he know? And he wanted to see how far he could push him? Was this his punishment for killing Iron-Man?

The 17-year-old swallowed thickly, glancing towards Michelle then towards the television as a familiar voice greeted him. Happy Hogan, giving a statement. Dressed like he never left Stark Industries… as if he was waiting for Tony to appear through the double door in the press conference. What he must think… what he must think of the Avengers, Thanos, Ant-Man, of Peter. Fuck, what he must think of the teenager now… after all that's happened.

"People around you die, Parker. Have you noticed that? Your parents, your uncle, your supposed mentor… and now word on the street is, you know Spidey. And no ones seen him for a while. So, come on, give us your best explanation… give us another lie."

"Spider-Man's dead," Peter sucked in a slow breath as Flash shoved a finger in his chest. He closed his eyes briefly, feeling tears begin to swell as the thought of Happy crossed his mind. The thought of the drive home. The silent car ride as Peter tried so desperately to keep himself together… as he tried to be okay, to force the piece of him that died, back together with bloody shaky fingers. Of the looks. The cast of disappointment, disapproval, blame… regret flickering in the mirror as old eyes met young.

The sick feeling from before returned, sitting in his stomach heavily. And the teenager clenched his hands, digging further into the palm of almost healed scabs, feeling blood seep past the tight cracks between his knuckles. Another finger in his chest and the teenager opened his eyes. A shove. Harder. Followed by a glare, an accusation… hatred. _Peter, let go! I'll catch you… Trust me, kid. _

"Oh yeah?" Flash sneered, filling the gaps between him and Peter, "How do you know? Let me guess, you hung out with him the other day. He the one who did that to your face? No? How about Iron-Man? I bet that pathetic pleasure-seeking billionaire couldn't even be bothered to lift a finger to save-"

It wasn't the pain that surprised him. The sharp ache encasing his knuckles, scabs busted open, torn from peeled skin and improper healing. The bones in his hand cracking as they connected with something solid, something soft… something real. A scream hit his ears and suddenly the teenager wasn't in the cafeteria. He wasn't in school. He wasn't even on Earth.

He was back on Titan. Far, far away from home. Fear rising in his chest as he plastered a brave smile to his face. And jokes left his mouth, accusing, light and snarky… all to prove that he wasn't scared. To prove that he belonged there… to prove he was an Avenger. That he was a hero…

Something moved to his left, and the 17-year-old blinked, tears filling his vision as the ugly white lunchroom came back to him. As the memories came back to him…. And the mistake hit him, Tony's death fell on him, and he glanced at his hand. Shaking violently while the other held the shirt collar of a bully. Blood covering his shirt, his face, and Peter's trembling fingers… another mistake. Another action stunted by a stupid outcome. More blood on his hands, staining the stupid flesh in an invisible red that wouldn't wash away. So, no. It wasn't the pain that surprised him. It was the blood.

Peter glanced up, letting go of Flash's shirt, letting the unconscious boy drop against the ground with a dull thud, and a soft groan. No one moved. No one rushed to Flash's aide… no pulled them apart. Perhaps they were shocked that a skinny kid, two inches shorter than Flash, could easily take down someone twice his size. Perhaps they'd been waiting for this moment, for someone to put the asshole in his place. Or perhaps, no one cared. _I'm so sorry, Mr. Stark… I tried._

The teenager dropped to his knees. His bag falling beside him with a loud smack, and Peter choked softly. Trying to remember how to breathe with busted lungs, and bad memories. Tears fell past his lashes as he glanced at the blood flooding his hands, dripping between the crevices. A lifetime of blood sinking to the white floor in unforgiving drops of scarlet… little reminders that he had fucked up.

Peter sucked in a ragged breath, crumpling in on himself, pressing his hands against his jeans, peering towards Flash as his vision filled with the broken remains of Mr. Stark. And he let out a soft cry. The pain drowning him from the tears gathering at his chin, filling the room in cruel resentment. A bitter end… and, the teenager was left alone. A small boy… hiding away from the world in red and blue.

There was no Iron-Man because of him. No Tony Stark… No Avengers. No one was left to save the world. And no one was left to save him. This was his end… and this was how he was going to die. Because he had gotten everyone else around him killed… he had gotten his parents killed… Ben had been looking for him when he died… And Tony? Tony had tried to fix his mistake…

Peter didn't deserve to be saved. Memories filled his eyes again, washing down his face in silent trails of self-realization, acceptance and betrayal. Disappointment. That's all he was… that's all he had left. Happy knew that, Tony knew that, Pepper… hell, even the remaining other Avengers knew it. That's why they left. That's why he was alone. Because he was a liability. _I trust you with my life, kid. Don't let me down… _

Soft fingers pulled his eyes from Tony's body. The dust cleared, ash disappeared from the ground, and the smoke stopped rising… stopped filling the harsh air around him in hellish actualization that he was weak. That he'd always been.

The 17-year-old choked, blinking several times as he glanced down at the stained blood on his hands, pressing them together tightly as he tried to scrape the guilt from them. He coughed, wincing slightly as his fingers sliced through skin, pulling away at old scars, at the dirt and metal still embedded harshly under his palms.

The pain was filling his lungs, drowning out the pounding in his heart, and flagging his hands as trembling fingers tried to rid his flesh of someone else's blood. Warm fingers gripped his gently, covering shaking bloodied ones in clean innocence. And Peter looked up slowly, tears still falling from his eyes as he tried to remember how to stop crying. As he tried to remember how to be normal.

Michelle's face a few inches from his, her hair pulled back in a chaotic mess as she knelt in front of him… and warm fingers squeezed tighter around his. She sucked in a low breath, "It's okay. You're okay, Peter. It's okay."

But it really wasn't. He wasn't okay. He wasn't going to be okay. He could still feel Tony's limp body pressed against his hands, still feel his fingers loosen around his grip… still hear his voice. And it was killing him. _Everything's going to be alright, kid…_

Arms pulled him up slowly, and Peter peered to his left slightly to see Ned standing next to him, hoisting him up, putting an arm around his waist as his body tried to drag him down. People started swarming him, teachers pulling him away from his friends, the Principal yelling as the cafeteria emptied, and the bell rang.

Peter swallowed, his hand still grasping Michelle's tightly… too afraid to let go. Too afraid that if he did, he'd drown, be lost at sea… that he'd die. He pulled her with him, grasping tightly at her fingers, focusing on the warmth flowing through them. She made him feel normal. She was normal. And she was the only thing keeping him grounded as Ned left his side.

He glanced down at the blood lining Flash's face as two teachers pulled him from the ground. He was still unconscious, blood still dripping from his busted lip, broken nose, the nasty cut outlining his cheekbone. Peter swallowed again as he let out a shaky breath_. I wanted you to be better…_

Peter had destroyed his face… even if it was just temporary. He had destroyed something beautiful… something innocent. He wasn't a hero. He wasn't even Spider-Man. Because Spider-Man would never do this…

….

There was this building a few blocks from downtown. It was old… built in the 70's as an old office complex for some flashy lawyers. But eventually, the lawyers left; many people moved in and out of the building, many businesses… many restaurants.

There used to be this ice cream shop on the second floor that Uncle Ben would take him to after school when he was in Elementary. But as the years went by, his Aunt and Uncle worked more hours, money became tighter, and Peter no longer begged to go because he didn't want them to spend money on him when they would need it later. After a few years, the old shop shut down… filing bankruptcy, and the old building was eventually abandoned. But it was still Peter's favorite building in New York.

The 17-year-old was sitting on the ledge, letting his legs dangle over the edge loosely, glancing towards the Stark Tower in the distance. Despite having only 15 floors, the building still had the best view of the city. And some of the best memories.

The sun was beginning to set behind the buildings, casting an eerie glow around the city, and Peter glanced down at the streets below. From this high up, the people looked like ants, the cars like marbles… and the city looked so peaceful. Everything looked so peaceful, so calm.

He'd gotten suspended. Something that should've hit him harder than it did, something on his record… and something that could affect him getting into a good college. Not to mention, the school had already informed his Aunt… and she was supposed to pick him up, but he'd left.

He couldn't take it anymore. The quiet whispers. The pointing. The looks. The looks from people passing him in the hallway, the slight hushed tones pointed in his direction, and Flash's parents. Both glaring towards him as he was forced to sit in a stupid wooden chair at the end of hall. And Flash, pressing an ice pack against his face as if it would somehow make the blood stop, make the busted cheekbone go away.

Truth was, Peter wasn't Spider-Man. And he was stupid for thinking he'd ever been. They didn't need him, his school, his friends, his Aunt; fuck, even the city didn't need him. New York didn't need him… they needed Tony Stark, they needed Iron-Man. Peter needed Iron-Man. _Trust me, kid… _

Peter glanced down at the torn-up Spider-Man mask gripped in his hands, his thumb tracing over the tear on the left cheek, the specks of dried blood that had seeped through the material. The stupid piece of fabric was just a limp reminder that he was here. That he had caused this… that Mr. Stark was gone. And there was no fixing this. Ever.

The mask slipped from his fingers slowly. Memories etched on spandex, running over dried callused hands, sticking between his fingers as every little thread brushed over them. He didn't want to be Spider-Man anymore. He couldn't. He didn't have it in. And he was tired. So fucking tired. _There's something I have to do, kid. Trust me. Everything will be alright… _

The wind rushed over him, giving the old mask some air before it settled on his fingertips, lightly. The teenager took a deep breath, closing his eyes as memories rained from his face, pulling the hurt to the surface, and the stillness of a once beating heart crushed his own. He couldn't do this, to live with this, to live with the hurt trying to eat him alive. All while the stupid reminder sat in his closet, bloodied, beaten, torn; dust and blood etched between threads of memories that refused to leave. He couldn't live with the damage Spider-Man had caused. There was too much of it. Too many people lost because of it.

And yet, the teenager turned a blind eye every time. Had tried to convince himself that he was saving more people than he was killing. But maybe he'd been stupid. Maybe that was just some adolescent delusion of a lonely boy who wanted to be someone greater than he was. Because he wanted to be someone he would never be.

The rough material of the masked slipped from his fingers slowly. And Peter swallowed thickly. He couldn't be this anymore. He couldn't be Spider-Man anymore. He just wanted to be normal. He wanted a normal life with normal problems. He wanted to forget.

"I wouldn't do that if I were you, kid."

The 17-year-old jumped slightly, gripping the mask in his hand, preventing it from flying through the air as he turned. Happy was standing a few feet behind him, wearing the same suit Peter had seen earlier, slightly wrinkled, slightly wrong. Everything was wrong. Forgotten. Old. Nothing mattered anymore, and nothing ever would. There was too much hurt and regret and torment and anguish and abandonment… there was too much loneliness in the world. _Peter, let go… I will catch you, I promise, kid… _

Peter turned back towards the city, biting his bottom lip harshly as Happy grunted slightly before sitting down next to him. Tears fell from his eyes slowly as the teenager clutched the stupid mask in his hand. He wanted to fling it from the roof, to leave it behind… he wanted the older man to leave. He wanted Happy to forget about him… because he didn't want to see him. Peter didn't want to see the hurt in his eyes or the disappointment or the hatred. He didn't want to look at Happy knowing he was to the one who'd fucked up.

Silence fell over them for a long time. And Peter wiped at the blood still dripping from the cut on his temple before wiping his nose with the back of his hand. He'd left school intending to disappear, intending to go home, to evade the questions from his friends and Aunt… but something had happened. Something stupid that Peter should have left alone.

A gas station he passed in Queens was getting robbed. There wasn't anything he could have done… nothing Peter Parker could have done… and he really should have left it alone. But he thought it could be his last hoorah. And it was the gas station him and Mr. Stark had stopped at when Peter had gotten sick over a year ago. It was the last building he could pass by in Queens that still harbored the memory of Tony Stark.

The woman there still remembered them. Still asked Peter how his dad was every time he went in… and if Peter hadn't tried to stop the robbers, hadn't tried to pull the gun from them, or kicked one of them into the freezer, had gotten there sooner, then maybe… maybe she would still be alive too. But Peter had been stupid, had been convinced that Peter Parker could save her… but Mr. Stark was right. Peter Parker was nothing without the mask… and he didn't deserve it. He didn't deserve Spider-Man… and he didn't want him anymore.

Happy sighed, "You know, if he was here, he'd tell you, it wasn't your fault. There was nothing you could have done, Peter… Truth is, kid, Tony had made his mind up a long time ago when all this started, that it could only end one way. That he'd die. He knew that, and he was okay with it… he just needed a reason… he needed you."

"He died because of me," The 17-year-old's voice cracked, the sound cutting through his throat rough and coarse. Tears gripped at the edges, pooling from his eyes as he sucked in a short breath and turned towards the older man. Why was he still here? Why did he care? What Happy must think of him… what he thought driving him home…. How can he even look at Peter?

"No, he died for you, kid. There's a difference," Happy shook his head as the 17-year-old swallowed again, jerking his head back towards the setting sun, "It doesn't feel like it."

"It might not now, but it will one day."

A warm hand on his back, pressing firmly against his aching shoulder, and Peter flinched. That was Mr. Stark's gesture. That was his move… and Peter didn't want it. He didn't want to be touched, comforted, fixed… he didn't want to be reminded. And the gentle hand on his shoulder only made him feel sick. Weak.

"What about Pepper? What about Mr. Stark's kid? What is she going to tell them when they grow up? When they grow up without a father?" The teenager whispered, gritting his teeth as he tried to keep himself from shoving Happy away. The older man was only trying to help… but he couldn't. Because Peter couldn't be helped. He couldn't be fixed. There wasn't anything anyone could do or say that would make the bitter mistake and blind abandonment of juvenile trust from someone he was supposed to protect eating away at his soul, okay. None of this was okay.

"Conspiracy theories, kid. Pepper isn't pregnant. Fakes news, tabloids used to sell more stories. The truth is, kid, you were the closet thing Tony had to a son. And I don't think he'd approve of you giving up on the mask that easily."

Peter glanced down at the stupid mask clenched in his hand, the red material barely hanging on, barely hanging together. Like him. Ripping at the seams, threads coming loose, spilling past the once smooth spandex. Past the memories. This was the only thing he had left of the billionaire… and he didn't want it. Not anymore. He couldn't bare it. _You'll be okay, Peter… trust me, kid. _

They sat there for a long time. Silence evading the small rooftop as cars honked loudly below, people shouted at each other from a few buildings over, and the sun disappeared behind the Stark building in the distance. The night air around them picked up slightly, sending shivers down the teenager's thin frame despite the blue jacket he had pulled from his backpack earlier.

Happy sighed loudly before groaning again as he pushed away from the ledge, standing slowly. Peter froze, his hands still gripping the mask between shaking fingers, and he let out a soft breath, "I can't do this, Happy."

The 17-year-old turned slightly, tears spilling down his face as his eyes met the older man's sad gaze, "I can't live with this… I can't be Spider-Man anymore. I don't want to be. I don't have anything left. And I miss him too much. I miss them too much… I don't know how to live with this. To pretend that everything is normal, that I'm normal. And I want so fucking badly to be normal."

Happy was quiet for a while. He stood there, his eyes fixed on the teenager, his hands in the pockets of his wrinkled suit. He glanced down at the paper bag he'd brought with him sitting on the ground next to Peter's bag.

Before Tony had died, he told Happy to deliver the package to him… and the older man hadn't dared to look inside, not that he couldn't. He just felt like this was something Tony wanted to keep between him and Peter… and the teenager should be the first one to look inside. Happy cleared his throat as he toed at the bag slightly before glancing back towards the teenager as the kid's eyes continued to search for answers Happy didn't have.

Truth is, the older man knew Tony wasn't going to make it out of this alive… and in a sense, they all knew. Even Pepper… maybe that's why during their last phone call, Tony had mentioned that if him and Pepper had a daughter, they should name her Morgan. A family name… well, sort of. And yeah, it sucked that she would grow up without ever knowing her father, but Happy wasn't about to admit that Peter had been right about Pepper. The kid couldn't handle it right now… he couldn't handle much right now, and Happy didn't really know how to help. But he needed him around… they all needed Peter around because he was a great kid. And it was better for Morgan to grow up hearing stories of her father from the one person who idolized him the most than no one at all…

"You should open that," Happy said softly, kicking at the brown paper bag next to the teenager, "Tony wanted you to have it…"

Peter glanced down at the bag, then back towards Happy as the older man shoved his hands further in his pockets. He didn't have the answers the teenager wanted… and they both knew it. But that didn't mean that Tony wouldn't have them… that he couldn't still help Peter somehow. That he couldn't somehow make sure the kid ended up okay in the end.

The 17-year-old wiped at the tears sitting on his cheeks as he swung his legs back over the edge, coming to face Happy. The older man gave a half-hearted smile before clearing his throat as the teenager reached for the bag, "The world needs Spider-Man, kid. New York needs Spider-Man… we all do. Especially now."

Happy turned to leave, pulling his hands from his pockets to straighten his tie and jacket slightly. He eyed the kid once more before reaching for the door handle. Whether it was smart or not to leave the kid alone above 15 stories, Happy didn't know… but he figured Peter would want some alone time with Tony's words. That this needed to be a conversation between only them. Besides, he'd wait down the hall… after all, he'd made a promise to Tony that he'd look out for the kid, and he was going to make damn sure that he kept it.

The older man's hand hovered over the brass handle before he turned back towards the teenager who'd picked the bag up from the concrete ground. Happy cleared his throat as the 17-year-old glanced up slowly, "And Peter? Tony might be gone, but we're all still here. I'm still here- so, you know, you can call me anytime. I might not always answer, but I'll always be there when you need me, kid."

The teenager stilled slightly, choking on the lump in his throat as he watched Happy disappear into the open door, and he glanced back down at the bag. The flimsy brown paper tearing slightly as his fingers shook, pulling back the edges carefully. His breathing hitched, and Peter choked, almost dropping the bag.

He reached inside, his hand grasping something familiar and he pulled it from the bag slowly. His fingers trembling as he pulled the familiar sunglasses from the bag, swallowing harshly as nausea washed over him, and the teenager gagged. He felt sick. Wrong.

Mr. Stark had given him his sunglasses, the ones he always wore, the ones he always joked about being more expensive than Peter's apartment building. The 17-year-old felt his hand clench and he set the glasses next to him as he forced himself to reach for the bag again, pulling a small posted note with familiar messy scribble on it:

_Put me on…_

Confusion crossed the teenager's face before he peered further into the back, reaching down to pull soft material from the brown bag. The whole bag fell to the ground with a small _thwack_ as Peter gripped the material between trembling fingers, his breathing catching, oxygen refusing to reach his lungs as he stared at the object clasped in his hands.

It was a mask. Similar to his own… but the colors were darker, colder, more mature. Tears filled his eyes as he swallowed again. His fingers refusing to cooperate, refusing to grip the material harder but refusing to drop the mask completely. He didn't want this. He didn't want a new suit. He didn't want expensive things… he didn't want Tony Stark's sunglasses. He wanted Mr. Stark. He wanted him back… he needed him back.

Blood filled the 17-year-old's mouth as his teeth pierced the inside of his cheek, and he forced the mask over his head. The sudden urge to rip it from his head as a claustrophobic sensation hit him, and Peter felt his body slide against the cement ledge as he forced his back against the wall harshly. He couldn't do this. He didn't want to do this… but the note…

"_Peter…"_

The teenager froze, nausea coursing through him as Mr. Stark's voice filled his ears and suddenly the darkness that had surrounded him, spazzed, and light blinded him before Tony's face filled his vision. Peter let out a choked sob as the message glitched slightly, and the older man froze momentarily before leaning back in his chair, crossing his arms and looking back towards the camera.

"M-Mr. Stark, I'm so sorry. I'm so sorry. Please," Peter started before Tony grinned, glancing down at some of the gadgets littering his desk, then back up, _"Peter. Listen to me, kid…"_

The 17-year-old stilled, his fingers gripping the edge of the mask as his stomach lurched. He wanted to rip it off, to fling it over the edge, and leave. Leave everything. To go back. To stop Mr. Stark from dying. To stop himself from ever becoming Spider-Man.

"_What to say… I thought I'd know by now, but…"_

Tony chuckled slightly, shaking his head slowly. Peter watched as he fumbled with several screwdrivers before running a hand over his face, leaving the faint smear of motor grease streaked across his forehead. The older man sighed, leaning forward and clearing his throat, _"Kid. You asked me once, why you? Why, out of everyone, did I pick you? And I'd said it was because you were Spider-Man… because I needed help, and you were the only one available. But that's not true…" _

The teenager swallowed loudly, curling in on himself as he pressed his fingers against his arms, his nails digging into warm flesh and cotton. He felt numb. Broken. Alone. Small. Sick.

Tony cleared his throat again, _"Kid, I picked you because of what you said to me. You told me, 'When you can do the things that I can, but you don't, and then bad things happen, they happen because of you.' I picked you because you knew what it meant to have the abilities you have… what it took. And because I knew I'd be able to count on you, always. You can stand on your own, and I knew you would never let me down..." _

Blood seeped through the teenager's blue hoodie as he forced his nails deeper into flesh, and he took a shaky breath. Tony paused for a second, the video glitching again, and the older man swallowed, _"Look, kid, I've made a lot of mistakes in my life… more than I could ever account for, more than you'll ever know. But, listen to me when I say this because I mean it, taking you as an apprentice wasn't one of them. So, Underoos, don't cry for me. Because when you can do the things that I can do, and you don't, and bad things happen- and the people you love die, you'd do anything to get them back. Peter, I couldn't live knowing I could have done something to change what happened. I couldn't live knowing I could have done something to save you… I wouldn't. And besides, kid, I would rather die knowing you had a chance to live than live knowing you died…" _

Silence evade them momentarily, and the 17-year-old whimpered slightly as Mr. Stark disappeared for a second, and the night sky met him. A buzzing sound filled his eyes, and Peter winced before Tony filled his vison again. The older man shifted in his chair before coughing softly, _"I asked Happy to give you this. It isn't finished, but it's only missing some small touches that I'm sure you'd be able to work out. Truth is, kid, the world needs Spider-Man… maybe more than you think, more than you'll know. So, don't give up on him yet… because I think he needs you too. And, do me a favor? Watch out for Pepper for me, Underoos. And your Aunt, that friend of yours, Ned, and Happy because that man is going to be a hopeless mess after I'm gone."_

Tony paused for a moment, running a hand through his hair and glancing down at the floor. He swallowed softly before clearing his throat again and looking back towards the camera. A sad smile filled his face as he stared, his eyes meeting the teenager's, holding his gaze. The 17-year-old held his breath, his bottom lip trembling slightly as he pressed his spine harder against the wall behind him. Tony sighed,_ "Don't push them away, let them help… lean on them if you have to. Because you can't survive in this world alone. Trust me, kid. And I promise everything will be alright in the end. I promise you'll survive. Every day will get a little better… a little easier to breathe. And I know, in the end, after everything, you'll be something great. Because you're a hero, kid. You're an Avenger. And I'm damn proud you. I always have been… Anyways, the lab is yours anytime you want it, Underoos. Happy 18__th__ birthday, Peter."_

The video stopped, frozen on the image of Tony Stark. His grin. The grease still smeared across his forehead. And his words echoing around the teenager's head as his eyes remained fixed Tony.

Nausea coursed through Peter, his stomach lurching, and he shuddered, ripping the mask off his head, flinging it across the rooftop as he coughed, tears filling his vision harshly. He sucked in a short breath, coughing again as his stomach jumped, and he retched. His hands aching, blood coating his fingertips as he slammed them against the cement, forcing his body to remain upright as he lurched again, coughing loudly.

He sucked in another ragged breath, his heart pounding against his chest as his body struggled to breathe. His chest hurt, the air scraping against raw throat and burning lungs; his mind reeling as he choked, tears falling past his lashes. Water splattered against his skin, against the ground, covering the grey cement in dark black spots as rain suddenly beat against the ground, soaking into his clothes, making the 17-year-old shiver harshly. _This can't be real… please, come back… I have a plan._

Peter shoved himself away from the ground, slamming his back once more against the wall behind him. Water dripping from his face, pooling against his body in cold rivers as thunder clapped above him, and he cried loudly. He pulled his knees to his chest, forcing his arms over them protectively, coughing roughly as he struggled to breathe past another sob. He couldn't do this. He couldn't. He didn't want to….

Lightning cracked above him, and the teenager pressed his hands against his ears, smacking his head against the wall behind him. He didn't want this. He wanted Mr. Stark back. He didn't want an image or a video or a note or his stupid stuff. He wanted him. He wasn't ready to let go. He wasn't ready to let go of Tony Stark, of Iron-Man… he wasn't ready to live without him. He didn't know how. He was just some stupid kid.

He wasn't a hero. Mr. Stark had lied. Like when he was on Titan. That's all this was. It was all fucking lies. And Peter had believed it. He had actually thought he could save Mr. Stark… that he could save anyone… and now he was left with nothing but hopeless abandonment and fallen guilt. _Trust me, kid… you'll be alright. _

No. No, he wouldn't. In fact, Peter was pretty fucking sure he'd never be alright.

The 17-year-old choked again, his fingers shaking from the cold rain and numbed pain running over him as he pressed them harder against his ears, trying to block out everything. Trying to block out the stupid heightened senses, the stupid fucking pain… everything. Spider-Man didn't need him… and he didn't need Spider-Man because he just some stupid kid from Queens. Some stupid little boy playing dress up and make believe while the real heroes died. Because he was just a scared little boy sitting on a rooftop, crying and alone. Abandoned. A little boy who couldn't add up to someone as great as Iron-Man. And that's all he'd ever be. _Let go, Peter… I'll catch you; I promise. _….

It wasn't until he reached the top step on his apartment floor, the key gripped in his cold hand, and his fingers hovering over the knob on the apartment door, that Peter realized what time it was. It was close to midnight. On a Thursday. And he'd gotten suspended. _Shit._

He'd sat on the rooftop almost the whole night, Tony's video replaying over and over in his head as he tried to pull himself together. Rain had soaked through his clothes, drowning the blood that had dried against his face and shirt in clear innocence, chilling his body and soul. It'd taken nearly two hours for Peter to find his bearings, for the tears to stop coming and his breathing to even out. Another hour before he was able to move, able to walk over to the mask he'd thrown, and pull it from the ground before shoving it in his bag. And another hour before Happy reappeared, sitting silently next to him as the teenager perched himself on the ledge again, letting their legs dangle freely off the edge as they watched New York sleep.

Peter sighed loudly, pressing his head against the door for a moment before turning the knob and stepping inside. May turned wildly, her hand grasping the phone in her hand as she let out a relieved breath and slammed the phone against the counter. The 17-year-old swallowed, letting his bag drop against the ground with a wet smack, the new suit folded neatly inside, still protected by the brown bag. He didn't have the heart to take it out, to look at it, to try it on… to test it out. It just didn't seem right. And he wasn't ready. Because it would be a new step. It would mean a new suit without Tony, that he was really gone, that Peter was on his own… and the old suit was the only memory he had left. He wasn't ready to stand on his own, to wear a new Spider-Man because he wasn't ready to let go of the older one.

Happy had told him that these things take time, and that the teenager should go at his own pace… he told him he should talk to someone. To lean on someone. To have someone listen… and he should try on the suit when he felt ready. When he felt like being Spider-Man again. But the teenager wasn't really sure if he'd ever feel like being Spider-Man… it felt too hard.

"Peter, honey, where have you been!" May yelled slightly, reaching forward, pulling her nephew into a soft hug before pushing him back somewhat, "Your clothes are soaked! Where have you been? Do you know how many times I tried calling! You can't do that to me, kid! The last time you didn't answer your phone, your Uncle-"

The 17-year-old nodded slowly, "I know. I-I'm sorry, May."

His Aunt paused for second, pushing her glasses further up her nose as she took in her nephew's red-rimmed eyes, pale face, shivering form. She shook her head slightly, "You're not eating, sleeping, your grades are slipping- and the fight. Peter, Flash's parents want you expelled. Expelled! And now? Now, you run off after I was supposed to pick you up from school. You don't call. You don't answer my calls, my messages. I called police stations, firehouses, hospitals, Ned's moms... You can't do that to me. We agreed. We agreed you could be Spider-Man as long as you called, as long as you let me know where you were. You can't do that to me, Peter!"

Peter swallowed softly, glancing down at the floor as he shoved his trembling hands inside his wet jacket pockets. He felt cold. Tired. Numb. Hell, he felt a lot of things… and the video from Tony hadn't really helped him much. If anything, it'd hurt him more. To see his face. To hear his name uttered from his mentor's lips.

The teenager had forgot. He'd forgotten what this felt like. How much he missed him… how much he missed them; his parents, his Uncle… Mr. Stark. And it felt like all this hurt, this pain, and guilt and regret hit him at once, built up from years of blind ignorance, rushing to the surface in a collective reminder that Aunt May was the only family he had left now… and Ned.

Soft fingers ran through his damp hair, and Peter closed his eyes briefly. May sighed, "Peter, honey, you have to tell me what's going on."

"I was there… when it happened," Peter choked slightly. He was so freaking sick of crying. Of feeling weak… of feeling like he wasn't good enough. He had trusted Mr. Stark because he'd been stupid, childish, because he'd messed up. And he couldn't take that back. He couldn't undo what he'd done… and he wasn't sure if he could continue as Spider-Man, if he could ever look at him the same way.

Tony Stark had believed Peter was a hero when he died. That had been his mistake. Because Peter Parker wasn't a hero. He was a kid. A stupid kid with stupid powers… and like his mentor had pointed out, when you have the ability to do things, and you don't- and the people you love die like Peter's parents, his Uncle and Mr. Stark, then those bad things happen because of you.

Happy had been right. This would take time. Peter would need time… and so would Spidey. But, in the end, when he was able to put the suit on again, to mess with the glitches, to be able to glance at his reflection in the mirror without wanting to throw up… that he'd be able to make Mr. Stark proud. He'd be able to prove to his mentor that he'd picked him for the right reason, and that he deserved to be apart of the Avengers. He'd be able to prove it to himself. And he wouldn't feel so lost… so lonely. So broken. So small.

Peter swallowed thickly, grasping at the stupid mask still balled inside his pocket. His fingers clutched around wet material as the old mask barely fell together and the new one weighed against his ankle, wrapped in the brown paper bag inside his backpack. He swallowed again before meeting his Aunt's gaze, "I was there when it happened. I was there when he died. When Mr. Stark died…"


End file.
